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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 13, 1998
0-25714
(Commission File Number)
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THE AEGIS CONSUMER FUNDING GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 22-3008867
(State of Incorporation) (IRS Employer
Identification Number)
200 North Cobb Parkway
Suite 428
Marietta, GA 30062
(Address of registrant's principal executive office)
(770) 281-7000
(Registrant's telephone number)
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<PAGE>
ITEM 5. OTHER EVENTS
On January 13, 1998, The Aegis Consumer Funding Group, Inc. (the
"Registrant") received from The High Risk Opportunities HUB Fund, Ltd. (the "HUB
Fund") a notice to convert its 85 shares of Series C Preferred Stock of the
Registrant into an aggregate of 12,332,783 shares of common stock, par value
$0.01 per share, of the Registrant (the "Common Stock"). Immediately after
giving effect to such conversion, the HUB Fund owned 13,135,987 shares of Common
Stock, constituting approximately 40% of the shares of Common Stock then
outstanding. The Registrant does not currently have any shares available for
issuance from its authorized shares of the Common Stock.
In addition, after giving effect to the conversion, the HUB Fund owned
an additional 21 shares of Series C Preferred Stock, which were convertible into
approximately 3,047,700 shares of Common Stock as of January 13, 1998. As a
result, the HUB Fund beneficially owned approximately 49% of the outstanding
shares of Common Stock (after giving to give effect to the conversion of such 21
shares of Series C Preferred Stock). The percentage contained in the preceding
sentence is subject to fluctuation because the applicable conversion price of
the Class C Preferred Stock is based upon the market price of Common Stock.
The information contained herein concerning the ownership of the
Registrant's securities is derived from Amendment No. 2 to Schedule 13D filed by
the HUB Fund and its investment advisor. The Registrant has not independently
verified such information.
The press release issued by the Registrant on January 20, 1998, with
respect to the conversion of Series C Preferred Stock into shares of Common
Stock, is attached hereto as an exhibit.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
Exhibit Number Title
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99 Press Release, dated January 20, 1998,
of the Registrant
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
THE AEGIS CONSUMER FUNDING GROUP, INC.
By: /s/ MATTHEW B. BURNS
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Name: Matthew B. Burns
Title: Chief Executive Officer
and President
Date: February 11, 1998
<PAGE>
Exhibit Index
Exhibit Number Title Page
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99 Press Release, dated January 20, 1998,
of the Registrant
Exhibit 99
FOR IMMEDIATE RELEASE
CONTACT:
Richard L. Travelstead Jr. Carl Hymans
The Aegis Consumer Funding Group, Inc. G.S. Schwartz & Co. Inc.
770-281-7000 212-725-4500 x 305
THE AEGIS CONSUMER FUNDING GROUP, INC. REPORTS HIGH
RISK OPPORTUNITIES HUB FUND LTD.'S CONVERSION OF
SERIES C PREFERRED STOCK INTO COMMON STOCK
MARIETTA, GA., JANUARY 20, 1998 - The Aegis Consumer Funding Group, Inc.,
(NASDAQ:ACARE) today announced the submission of conversion of eighty-five (85)
shares of Series C Preferred Stock held by High Risk Opportunities Hub Fund Ltd.
into 12,335,927 shares of Aegis Consumer Funding Group, Inc., Common stock. This
conversion, because the dilutive effect on the current shareholders of the
Company, may result in delisting by NASDAQ. This purchasing group is associated
with the Company's warehouse lender and with the proposed purchasers of SST.
The Aegis Consumer Funding Group, Inc., is a holding company whose principal
operating subsidiaries are engaged in the consumer finance business primarily
serving the subprime credit market for automobile loans. The Company provides
new and used car financing in over thirty states through franchised automobile
dealers and loan servicing through SST.
This press release contains forward looking statements regarding current and
future events and future performance of the Company that involves risks and
uncertainties that could materially affect actual results. The Company remains
with a cash imbalance. Investors should refer to documents that the Company
files from time to time with Securities and Exchange Commission for a
description of certain factors that could cause actual results to vary from
current expectations and forward-looking statements contained in this press
release. Such filings include, but are not limited to, the Company's Form 10-K,
Form 10-Q and Form 8-K reports.
